Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the quarter ended September 30, 2023, none of our director or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Third Amended and Restated Bylaws

On October 31, 2023, the Company’s Board of Directors (the “Board”) approved and adopted the Company’s third amended and restated bylaws (the “Bylaws”), effective as of such date, primarily to (i) implement proxy access; (ii) address matters relating to Rule 14a-19 under the Exchange Act of 1934 (the “Universal Proxy Card Rules”); and (iii) include other conforming and

administrative revisions, including revisions to reflect recent developments related to Delaware General Corporation Law (the “DGCL”), in each case, as further described below.

With respect to the implementation of proxy access, the Bylaws include a new Article II, Section 2.14, which permits a stockholder or group of stockholders to nominate for election to the Board, and include in our proxy materials for our annual meeting of stockholders, nominees, subject to certain limitations, and provided that such nominating stockholder(s) and nominee(s) satisfy the applicable requirements specified in the Bylaws.

The Bylaws also include revisions to the procedural and disclosure requirements for stockholders intending to nominate directors or propose other business (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act), including, without limitation: (i) requiring any stockholder notice provided under Section 2.03 with respect to a nomination under the Universal Proxy Card Rules to include certain representations from the stockholder; (ii) requiring that any stockholder giving notice of a proposed nomination under the Universal Proxy Card Rules to include evidence that it has complied with the requirements of the Universal Proxy Card Rules and provide certain information regarding, and agreements from, the proposed director nominee as required by the Bylaws or as additionally requested by the Company; and (iii) providing that if any stockholder fails to comply with the Universal Proxy Card Rules or to provide evidence of such compliance, then such nomination will be disregarded and no vote on such nominee will occur.

In addition, the Bylaws have been updated to make technical changes to reflect recent amendments to the DGCL to revise the requirement regarding the availability of stockholder lists and to clarify the adjournment procedures with respect to the method of notice for adjourning virtual stockholder meetings.

The Bylaws also implement certain other technical, conforming, modernizing and clarifying changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.